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Doral Group Renewable Energy Resources Ltd.

Capital/Financing Update Nov 2, 2025

6752_rns_2025-11-02_084a1d58-ec77-414f-85e4-4d3988c1bf1e.pdf

Capital/Financing Update

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To: Israel Securities Authority 22 Kanfei Nesharim Street, Jerusalem

To: Tel Aviv Stock Exchange Ltd. 2 Ahuzat Bayit Street, Tel Aviv

November 2, 2025

Re: Signing of Agreements for Tax Equity Investment Partner in the Total Amount of Approximately \$250 Million for Indiana Center 1 and 2 Projects, with a Total Capacity of Approximately 720 MWp

Via the MAGNA system

To Whom It May Concern,

Further to the Company's immediate report dated May 18, 2025 (Ref.: 2025-01-034422¹), the Company is honored to update that, on November 1, 2025, Doral LLC² notied the Company that it has signed, together with entities under its control, including the Indiana Center 1 and Indiana Center 2 project entities (together – the projects)³, a set of agreements⁴ with a leading global investment entity, for its investment as a tax equity partner in the projects⁵ (the tax equity partner and the agreements, respectively).

The projects, with a total capacity of approximately 720 MW (DC), are part of the overall Indiana project, whose total cumulative capacity is estimated at approximately 1,600 MW (DC).

According to the agreements, the tax equity partner will invest approximately \$250 million in companies that will own 100% of the rights in the projects (the tax equity partner entities)⁶, subject to the fulllment of customary conditions precedent, including achieving milestones determined for the projects.

The consideration for the tax equity partner's investment was determined based on a hybrid structure comprising the following components:

  • 1 A guaranteed xed cash ow equivalent to between 15% and 20% of the projects' EBITDA, as well as a cash ow of approximately 8% of the projects' free cash ow⁷ (hereinafter: the cash ow consideration from the projects).
  • 2 Approximately 45% of the proceeds to be received in a transaction for the sale of federal tax benets in the projects (of the Investment Tax Credit (ITC) type) to a third party (where Doral LLC will be entitled directly to the remaining 55% of the proceeds received from the sale of such tax benets) (hereinafter, together with the cash ow consideration from the projects – the total consideration).⁸
    1. Approximately 45% of the proceeds to be received in a transaction for the sale of federal tax benets in the projects (of the Investment Tax Credit (ITC) type) to a third party (where Doral LLC will be entitled directly to the remaining 55% of the proceeds received from the sale of such tax benets) (hereinafter, together with the cash ow consideration from the projects – the total consideration).⁸

Reference Document Number: 2025-01-034422, whose information is included in this report by way of reference. ¹

Doral Renewables LLC (Doral LLC). For details regarding the Company's holdings in Doral LLC, see section 1.10.1.1 of the Company's periodic report for 2024, Reference Document Number: 2025-01-019059 (the periodic report). Also, see the Company's report from August 21, 2025, regarding negotiations and preliminary agreements for owners' investments in Doral LLC (Reference Document Number - 2025-01-062350), whose information is included in this report by way of reference (the owners' investment report). ²

The Indiana Center 1 and 2 projects are held 100% by Doral LLC. For information regarding negotiations and preliminary agreements for the Company's investment in the project entities, see the owners' investment report. ³

The agreement structure for each project is separate and independent, so the tax partner's investments in each project are not dependent on each other. ⁴

For information on tax equity investment mechanisms in projects in the USA, see sections 1.10.1.4 and 1.10.1.5 of the periodic report, whose information is included herein by way of reference. It should be noted that the structure of this transaction is a hybrid, which in part differs from the structure described in the periodic report, as detailed below. For information regarding legislation in the US related to tax benets in renewable energy projects, see section 1.4.4.3 of the Company's quarterly report as of June 30, 2025, Reference Document Number 2025-01- 062353, whose information is included herein by way of reference. ⁵

As customary in tax equity transactions, at the time of the tax partner's initial investment, the project company will be transferred to a dedicated corporation in which Doral LLC will (indirectly) hold interest, and certain rights will be allocated to the tax partner as set forth below. ⁶

In addition, the tax partner will be entitled to approximately 20% of the project's current taxable elements. ⁷

DORAL GROUP RENEWABLE ENERGY RESOURCES LTD

The cash ow consideration from the projects will be paid to the tax partner until the achievement of an internal rate of return on its investment, which takes into account the total consideration, as set in the agreements (the target return).⁹ After achieving the target return, the entitlement of the tax partner will be reduced to about 5% of the free cash ow in the projects.¹⁰

The initial investment by the tax partner, amounting to about 20% of the total sum, will be made upon the completion of construction works of the projects (Mechanical Completion), and the remainder, subject to signing an agreement for the sale of the tax benets at the projects' commercial operation date (Completion Substantial), as these terms are dened in the agreements.

As is customary in such transactions, the agreements include the provision of a guarantee by Doral LLC to secure the obligations under the agreements, indemnication mechanisms towards the tax partner, and restrictions on the transfer of rights in the tax partner entities, all under terms set in the agreements.

The information detailed in this report, including regarding the projects' capacity, the tax partner's investment in its stages, meeting milestones for investment at its various stages, the achievement of the target return by the tax partner, including on the determining date, sale of the tax benets to a third party, completion of the projects' construction, and their commercial operation, constitutes forward-looking information, as dened in the Securities Law, 1968, based on information, assessments, and plans of Doral LLC and the project entities as of this date. These assessments and plans may not materialize, or may partially materialize, due to many variables not solely under the control of Doral LLC and the company, including businesseconomic, regulatory, and environmental factors, as well as the general risk factors characterizing the company's activities detailed in section 1.28 of chapter A of the periodic report, which is incorporated herein by reference. Accordingly, the information presented in this report may not materialize and/or may materialize in a manner that is materially different than expected by the company.

Respectfully,

DORAL GROUP RENEWABLE ENERGY RESOURCES LTD

Signed by: Dori Dudovich, Chairman of the Board, and Yoni Chanciz, CEO

Signed by:

Dori Dudovich, Chairman of the Board and Yoni Chanciz, CEO

  • The investment amount reects a tax benet (ITC) at a rate of 40%. ⁸
  • If the target return is not achieved by the date that falls at the end of 8 years from the commercial operation date of the projects, or December 31, 2034, whichever comes rst (the determining date), or if the tax benets in the projects are not fully sold to a third party in a manner expected to cause a delay in achieving the target return to the tax partner by more than 12 months from the determining date, the tax partner shall be entitled to additional cash ow from the projects, at a rate set forth in the agreements, from up to about 50% of the distributions of Doral LLC, until the target return is achieved. ⁹
  • Doral LLC is granted an option to purchase the rights of the tax partner, after the determining date, according to a pricing mechanism set in the agreements. ¹⁰

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